Exhibit 10.43


 


EXECUTION COPY


 


NOVATION AND AMENDMENT AGREEMENT


 


This
Novation and Amendment Agreement, dated as of December 30, 2002 (the “Agreement”),
is made by and between ACE Capital Re Overseas Ltd. (“Overseas”), ACE
Capital Re International Ltd. (“International”) and ACE European Markets
Insurance Limited (“AEMI”). Capitalized terms used herein but not
defined shall have the meaning ascribed thereto in the Reinsurance Agreement
(as hereinafter defined).


 


RECITALS


 


WHEREAS,
International and AEMI have entered into that certain Quota Share Reinsurance
Agreement (including the Special Acceptance, effective as of August 15, 2002,
made in respect of and subject to the Reinsurance Agreement), dated as of
January 1, 2002 (the “Reinsurance  Agreement”);


 


WHEREAS, the parties hereto desire to
substitute Overseas for International as the “Reinsurer” under the Reinsurance
Agreement;


 


WHEREAS,
AEMI desires to consent to the novation set forth herein; and


 


WHEREAS,
subject to such novation, Overseas and AEMI desire to amend the Reinsurance
Agreement as provided herein.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


1.               Effective as of January 1, 2002:


 


(i)                                     Overseas shall replace International for all
purposes under the Reinsurance Agreement as though it were the original
“Reinsurer;”


 


(ii)                                  Overseas shall assume all of the past,
present and future obligations of International which arise out of, relate to,
or are in any way connected with, the Reinsurance Agreement, whether known or
unknown, reported or unreported;


 


(iii)                               Overseas shall be substituted for
International, in International’s name, place and stead, as the “Reinsurer”
under the Reinsurance Agreement so as to effect a complete novation of the
Reinsurance Agreement from International to Overseas, and International shall
be simultaneously released from any and all liabilities or obligations
thereunder;


 


(iv)                              Overseas shall be entitled to all of the
past, present and future rights of International under the Reinsurance
Agreement, and shall be entitled to enforce all such rights in the name, place
and stead of International;


 


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(v)         The account information of the Reinsurer set forth in the “ACCOUNTS”
section of the Reinsurance Agreement is deleted in its entirety and replaced
with the following:


 


Financial
Institution: JP Morgan/Chase


ABA
No.: 021-000-021


Account
No.:  910-2711-208


Account
Name:  ACE Capital Re Overseas


 


(vi)      Reference to “ACE Capital Re International Ltd. (“Reinsurer”)” in the
first paragraph of the Reinsurance Agreement shall be deleted and replaced with
“ACE Capital Re Overseas Ltd. (“Reinsurer”).”


 


4.             Except
as expressly set forth herein and amended hereby, the Reinsurance Agreement
shall remain in full force and effect.


 


5.             This Agreement shall be governed by and
construed in accordance with the law of Bermuda. Any dispute, controversy, or
claim arising out of or relating to this Agreement, or the breach, termination,
or invalidity thereof, shall be governed by the “Arbitration” provisions of the
Reinsurance Agreement.


 


[The next page is the signature
page.]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives on this 30th day of December 2002.


 


 


	
  ACE
  Capital Re Overseas Ltd.

  	
  ACE
  Capital Re International Ltd.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Rebecca L. Carne

  	
   

  	
  By:

  	
  /s/ Robbin
  Conner

  	
   

  
	
  Name:

  	
  Rebecca L. Carne

  	
   

  	
  Name:

  	
  Robbin Conner

  	
   

  
	
  Title:

  	
  Director

  	
   

  	
  Title:

  	
  COO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACE
  European Markets Insurance Limited

  
	
   

  
	
   

  
	
  By:

  	
    /s/ James C Hooban

  	
   

  
	
  Name:

  	
  JAMES
  C HOOBAN

  	
   

  
	
  Title:

  	
  MANAGING DIRECTOR

  	
   

  



 


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ANNEX A


 


SCHEDULE 1


 


CALCULATION OF PREMIUM PERCENTAGE


 


The Premium Percentage is
calculated as follows:


 


 


	
  (A)  Gross Premiums Written (net of
  cancellations & return premiums),

  	
   

  	
  100.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  (B)  minus,
  Underwriting Commission Payable to MGA {40% x (A)},

  	
   

  	
  (40.00

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  
	
  (C)  minus Profit
  Sharing Premium Payable to MGA {7.5% x (A)},

  	
   

  	
  (7.50

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  
	
  (D)  equals Risk
  Premium (A – B – C),

  	
   

  	
  52.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  (E)  minus Ceding
  Commission to Reinsured {5% x (D)},

  	
   

  	
  (2.625

  	
  )%

  
	
   

  	
   

  	
   

  	
   

  
	
  (F)  equals Net
  to Reinsurer (or “Premium Percentage”)

  	
   

  	
  49.875

  	
  %

  



 


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